This document is an agreement for the sale and purchase of a business and assets as a going concern. Preclosing liabilities in the face of express contractual language in the asset purchase agreement to the contrary.Our commercial property solicitors deal with all aspects of asset purchase agreements (APAs) and can act for either buyers or sellers of commercial property. An Asset Purchase Agreement is a contract for the purchase of some of a business' specific assets, in which the terms of the sale are set out. Unallocated segment assets and liabilities comprise financial instruments, current and deferred tax, cash, borrowings and pension scheme assets.